AND OWNERS AND HOLDERS OF AMERICAN DEPOSITARY RECEIPTS Amended and Restated Deposit Agreement Dated as of __________, 2004Deposit Agreement • August 31st, 2004 • Sega Corporation/Fi • New York
AMENDED AND RESTATED DEPOSIT AGREEMENT dated as of __________, 2004 among SEGA CORPORATION (formerly, Sega Enterprises Ltd.), incorporated under the laws of Japan (herein called the Issuer), THE BANK OF NEW YORK, a New York banking corporation (herein called the Depositary), and all Owners and holders from time to time of American Depositary Receipts issued hereunder.
Exhibit A to Deposit AgreementDeposit Agreement • August 31st, 2004 • Sega Corporation/Fi
UPON SURRENDER OF THIS RECEIPT, AS A RESULT OF, AND TO THE EXTENT REQUIRED BY, THE OPERATION OF THE JAPANESE COMMERCIAL CODE, THE DEPOSITARY WILL EFFECT THE DELIVERY TO THE OWNER HEREOF, OF SHARES OF SEGA CORPORATION REPRESENTED BY THE AMERICAN DEPOSITARY SHARES EVIDENCED HEREBY ONLY IN 100 SHARES (OR SUCH OTHER NUMBER OF SHARES AS THE ARTICLES OF INCORPORATION OF SEGA CORPORATION MAY PROVIDE AS A "UNIT OF SHARES" FOR THE PURPOSE OF THE JAPANESE COMMERCIAL CODE, AS SUCH ARTICLES OF INCORPORATION MAY BE AMENDED FROM TIME TO TIME) OR AN INTEGRAL MULTIPLE THEREOF.
SEGA CORPORATION LETTERHEAD]Sega Corporation/Fi • August 31st, 2004
By this letter, and pursuant to Section 5.04 of the Deposit Agreement dated as of March 10, 1993 (the "Deposit Agreement") among SEGA CORPORATION (formerly, SEGA Enterprises, Ltd.) (the "Company"), J.P. Morgan Chase Bank (Formerly, Morgan Guaranty Trust Company of New York) ("J.P. Morgan Chase "), as Depositary, and the holders from time to time of American Depositary Receipts issued thereunder (the "Receipt"), the Company, effective September 10, 2004 (the "Succession Date"), hereby removes J.P. Morgan Chase as Depositary under the Deposit Agreement and appoints The Bank of New York ("BNY") as successor Depositary thereunder. Capitalized terms used, but not defined, herein shall have the meanings ascribed to them in the Deposit Agreement. By execution of this letter by BNY in the space provided below, BNY accepts its appointment as successor Depositary under the Deposit Agreement, effective on the Succession Date, and agrees to be bound by the terms of this letter and to perform its o
